Terms and Conditions
These terms and conditions (together with any other documentation/webpages) sets out the legal terms and conditions under which we Rutland Early Years Agency Ltd provide support services to childcare providers/parents/local authorities and any person or organisation purchasing support documentation/services from Rutland Early Years Agency Ltd. By applying to participate in the services you indicate that you accept these conditions and that you agree to abide by them. Please understand that if you refuse to accept these conditions that you will be unable to participate in any services provided by Rutland Early Years Agency Ltd.
- RUTLAND EARLY YEARS AGENCY LIMITED incorporated and registered in England and Wales with company number 09627426 whose registered office is at 61a South Street. Oakham, Rutland LE15 6BG (Agency).
- The individual whose details appear at Part 1 of Schedule 1 (Individual).
- The Agency, as a result of extensive research and practical business experience, has developed the business of providing support, training and advice services for parents and childminders.
- The Agency has built up a substantial reputation and goodwill in its business and Brand, which is associated with the highest standards of service. The Agency is the exclusive owner of all Intellectual Property in the Brand.
- The Individual wishes to acquire from the Agency the right to provide Services using the Brand in accordance with the terms of this agreement.
1.1 The definitions and rules of interpretation in this clause apply in this agreement.
Accreditation: OFSTED and the Agency’s accreditation.
Agreed Hours: the number of hours specified in Part 4 of Schedule 1.
Brand: the brand developed and owned by the Agency.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Client: a parent or carer to which the Individual provides Services.
Confidential Information: any information which is disclosed to the Individual by the Agency pursuant to, or in connection with, this agreement (whether orally or in writing and whether or not such information is expressly stated to be confidential), or which otherwise comes into the hands of the Individual in relation to the Scheme, Brand, the Website or the Materials other than information which is already in the public domain (otherwise than as a result of a breach of any obligation of confidentiality).
Fees: the fees payable by the Individual to the Agency as set out in Part 2 of Schedule 1.
Intellectual Property: patents, rights to inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may, now or in the future, subsist in any part of the world relating to the Brand, Materials, Scheme, Brand and the Website, owned and acquired by the Agency from time to time.
Logos: the marks and logos of the Agency in relation to its Brand from time to time.
Materials: the materials, information and documents provided by the Agency to the Individual.
SOP: the statement of purpose made available to the Individual via the Website and which forms part of this agreement.
Term: the term of this agreement as determined in accordance with clause 3.
VAT: value added tax chargeable under the Value Added Tax Act 1994 and any similar replacement or additional tax.
Website: the website at WEBSITE.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors or permitted assigns.
1.4 The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.
1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.6 Words in the singular shall include the plural and vice versa.
1.7 A reference to one gender shall include a reference to the other genders.
1.8 A reference to any party shall include that party's personal representatives, successors or permitted assigns.
1.9 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time provided that, as between the parties, no such amendment, extension or re-enactment shall apply for the purposes of this agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any party.
1.10 A reference to a statute or statutory provision shall include any subordinate legislation made from time to time under that statute or statutory provision.
1.11 A reference to writing or written includes faxes but not e-mail.
1.12 A reference to "this agreement" or to any other agreement or a document referred to in this agreement is a reference to this agreement or such other document or agreement as varied or novated (in each case, other than in breach of the provisions of this agreement) from time to time.
1.13 References to clauses and Schedules are to the clauses and Schedules of this agreement; references to paragraphs are to paragraphs of the relevant Schedule.
1.14 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.15 Any obligation in this agreement not to do something includes an obligation not to agree or allow that thing to be done.
In consideration of the Fees, the Agency grants the Individual the right to:
2.1 operate and supply Services to Clients under the Brand; and
2.2 use the benefit of the Agency's knowledge, experience and advice in providing the Services,
in accordance with the terms of this agreement and SOP, during the Term as amended by the Agency from time to time.
3.1 The Term is specified in Part 3 of Schedule 1 unless it is terminated earlier under clause 13, this agreement shall terminate at the end of the Term.
3.2 If the Individual continues to carry on operating and providing Services using the Brand after the end of the Term, but without having agreed a renewal of this Agreement with the Agency, then it will be deemed to do so on the terms and conditions of this agreement save that the Agency will be entitled to terminate this agreement on giving to the Individual two weeks written notice of termination.
4.1 The Fees shall be paid within 14 days of receipt by the Individual of the Agency's invoice for payment.
4.2 Unless the Agency specifies otherwise, the Individual shall make all payments to the account nominated in writing by the Agency.
4.3 The Fees are exclusive of VAT, which shall, where applicable, be paid by the Individual at the prevailing rate on the due date for payment or receipt of the relevant invoice from the Agency (as may be).
4.4 Any fees for statutory checks including but not limited to DBS checks, GP Health Checks, Statutory Training Requirements, are payable in addition to any package costs, membership costs or support costs, and are payable by the applicant/childminder at the time the checks/training is required by legal specification.
4.5 The fees payable for finding a childminder space on behalf of the parent/carer are non refundable in all circumstances.
The Agency shall provide general advice on providing Services to Clients within the Agreed Hours.
The Individual shall:
6.1 achieve Accreditation for its own operation before operating and shall undergo regular training (at its own cost) with regards its business as and when deemed necessary by the Agency;
6.2 not to do anything to jeopardise the Agency’s Accreditation;
6.3 provide Services in accordance with clause 7 below;
6.4 obtain, maintain and comply with all necessary licences, accreditations and consents and comply with all relevant legislation in relation to the provision of the Services;
6.5 use its best endeavours to protect and promote the goodwill in the Agency and its Brand;
6.6 provide Services strictly on the terms and conditions set out in this agreement and the SOP;
6.7 have in place and operate at all times appropriate booking, invoicing and accounting procedures in accordance with generally required commercial practices and good industry standards and in compliance with all relevant laws;
6.8 not allow or license any other person to provide Services on its behalf without the prior written consent of the Agency;
6.9 promptly give the Agency any information that the Individual may obtain in relation to potential Clients or any matter that could affect the Services of the Agency or its Accreditation supply of the Scheme favourably or unfavourably;
6.10 supply the Agency with such information relating to its business and its provision of the Services in such form and at such times as the Agency may from time to time reasonably require;
6.11 co-operate with the Agency with regards any inspections and investigations relating to Accreditation.; and
6.12 participate in regular meetings with the Agency and/or its representatives or other Individuals to share information and best practice.
7.1 In the supply of the Services, the Individual shall:
7.1.1 not do (or fail to do) anything that could or might (in the Agency’s sole opinion) bring its business or the Brand into disrepute or damage the reputation of the Brand or the Agency or affect its Accreditation;
7.1.2 ensure the Services are provided in accordance with best industry practice and all applicable laws and regulations;
7.1.3 provide Services strictly in accordance with this agreement, the Agency’s instructions and the SOP;
7.1.4 provide for the Agency, its agents, subcontractors, consultants, employees and any of its representatives access to its premises, data and other facilities as may reasonably be required;
7.1.5 ensure that all its contracts with Clients are in an appropriate format as determined by the Agency; and
7.1.6 take out and maintain sufficient insurances (at its own cost) to cover the provision of the Services to Clients.
7.1 Breach of this clause 7.1 by the Individual shall be deemed a material breach under clause 13.1.2.
8. Anti-bribery compliance
8.1 The Individual shall:
8.1.1 comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
8.1.2 comply with the Agency's Ethics and Anti-bribery Policy (as notified by the Agency to the Individual);
8.1.3 have and shall maintain in place throughout the term of this agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies, and will enforce them where appropriate;
8.1.4 promptly report to the Agency any request or demand for any undue financial or other advantage of any kind received by the Individual in connection with the performance of this agreement;
8.1.5 within 6 months of the date of this agreement, and annually thereafter, certify to the Agency in writing signed by an officer of the Individual, compliance with this clause 7.1 by the Individual. The Individual shall provide such supporting evidence of compliance as the Agency may reasonably request.
8.2 Breach of this clause 7.1 by the Individual shall be deemed a material breach under clause 13.1.2.
8.3 For the purpose of this clause 7.1, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purpose of this clause 7.1, a person associated with the Individual includes but is not limited to any agent, delegate or subcontractor of the Individual.
The Individual shall:
9.1 maintain records of all Clients and submit such details to the Agency on request, in the form specified by the Agency;
9.2 keep and maintain complete and accurate accounts and records relating to the Services and children in the Individual’s care including but not limited to comprehensive records of the children’s progression and learning routes as specified in the SOP and such other records as the Agency may require, in the form specified by the Agency, as may be necessary to comply with its obligations in clause 9.3 below;
9.3 allow the Agency to review the Individual’s records and perform ‘spot checks’ of the Individual to ensure that the Services are being supplied to the Agency’s standards, upon giving the Individual reasonable notice;
9.4 comply with the Agency in the event of an investigation of the Agency by any governmental or regulatory authority, allow representatives of the Agency to enter its premises and review the Individual's records and take copies of the Individual's accounts and other records on reasonable notice, during usual business hours and supply to the Agency copies of all VAT returns and any other financial or other information which the Agency may reasonably request for the purposes of such investigation.
9.5 Rutland Early Years Agency Ltd offer support and advise, includes but is not limited to training, fact sheets, inspection advise, social media and website information to the best of our ability but accept no responsibility for any outcomes by a third party, the individual is responsible for accepting and putting into practice any guidance and support offered.
10.1 The Individual shall take out and maintain all-risk insurance policies with a reputable insurance company (or companies) with such amount of cover as the Agency may reasonably specify. Such policy (or policies) shall include:
10.1.1 liability for employees and third parties;
10.1.2 public liability;
10.1.3 liability under the Consumer Protection Act 1987;
10.1.4 professional indemnity cover;
10.1.5 liability for damage to property (including to any premises, equipment and any vehicles used in the Individual's operation of the Scheme); and
10.1.6 loss of profits and interruption of the Individual.
10.2 The Individual shall not breach, or allow any breach of, such policies.
10.3 The Individual shall pay all premiums on time for such policies and immediately provide the Agency with copies of the certificates of insurance for such policies.
10.4 If the Individual fails to take out and maintain such policies, the Agency may do so and the Individual shall reimburse the Agency for all costs and expenses incurred in doing so.
11.1 The Individual acknowledges that:
11.1.1 it does not have any right, title or interest in the Intellectual Property or any updates or improvements to it, save as specifically set out in this agreement; and
11.1.2 any goodwill (and any other rights) in the Brand which result from the use by the Individual shall vest in the Agency.
11.2 If the Individual learns of any threatened or actual infringement of the Intellectual Property, or of any circumstance which suggests that the use of the Intellectual Property may infringe the intellectual property of a third party, it shall immediately inform the Agency, giving all such details as the Agency requests.
11.3 The Agency shall have conduct of any proceedings relating to the Intellectual Property and may take whatever action it, in its sole discretion, decides in respect of any infringement or alleged infringement of it, or arising from its use. Any rights that the Individual has under section 30 of the Trade Marks Act 1994 are excluded. The Individual shall co-operate with the Agency in taking such action and the Agency shall meet any reasonable expenses of the Individual in doing so.
11.4 The Individual shall:
11.4.1 not apply for registration of any of the Intellectual Property (or any intellectual property that is confusingly similar to the Intellectual Property) in its own name, in any part of the world;
11.4.2 not license (or purport to license) any other person to use any of the Intellectual Property;
11.4.3 not use the Intellectual Property other than as specifically permitted by this agreement; and
11.4.4 not do anything that may adversely affect the Intellectual Property or the Agency's right or title to it.
11.5 The Individual acknowledges and agrees that all Intellectual Property in the Materials is and shall remain the exclusive property of the Agency. The Individual shall hold the Materials in safe custody at its own risk and maintain and keep in good condition by the Individual until returned to the Agency in accordance with clause 14.3.
12.1 The Individual undertakes that it shall not at any time copy, use or disclose to any person any Confidential Information, except as permitted by this agreement.
12.2 The Individual may disclose Confidential Information:
12.2.1 to the employees, officers, representatives or advisers of the Individual who need to know such information for the purposes of carrying out its obligations under this agreement. The Individual shall ensure that the employees, officers, representatives or advisers of the Individual to whom the Confidential Information is disclosed comply with this clause 12; and
12.2.2 as may be required by law, court order or any governmental or regulatory authority.
12.3 No party shall use the Confidential Information for any purpose other than to perform its obligations under this agreement.
13.1 The Agency may terminate this agreement with immediate effect (or following such notice period as it sees fit) without prejudice to any of its rights or remedies, by giving written notice to the Individual if:
13.1.1 the Individual fails to pay any amount due under this agreement on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment; or
13.1.2 the Individual commits a material breach of any term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; or
13.1.3 the Individual repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with having the intention or ability to give effect to the terms of this agreement; or
13.1.4 the Individual gives to the Agency any false or misleading information, or makes any misrepresentation in connection with obtaining this agreement or during the Term, in connection with the Services; or
13.1.5 persistent, valid complaints continue to be made to the Agency about the quality of the Services provided by the Individual and the Individual, having received notice of such complaints, fails to improve the Services to the reasonable satisfaction of the Agency; or
13.1.6 the Individual purports to assign any of the rights or licences granted under this agreement; or
13.1.7 the Individual fails to obtain any written approval or consent of the Agency as required by this agreement; or
13.1.8 the Individual suspends, or threatens to suspend, payment of its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act; or
13.1.9 the Individual commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or enters into any composition or arrangement with its creditors generally; or
13.1.10an order is made, a resolution is passed, or a notice is issued convening a meeting for the purpose of passing a resolution, or any analogous proceedings are taken, for the winding-up, administration or dissolution of the Individual; or
13.1.11any liquidator, trustee in bankruptcy, receiver, administrative receiver, administrator or similar officer is appointed over, or in respect of, the Individual or any part of its business or assets; or
13.1.12a creditor or encumbrancer of the Individual attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or
13.1.13any event occurs, or proceeding is taken, with respect to the Individual in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.1.8 to clause 13.1.12 (inclusive); or
13.1.14the Individual suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
13.2 The parties acknowledge and agree that any breach of clauses 6, 7, 11 and 12 shall constitute a material breach for the purposes of this clause.
14.1 On termination or expiry of this agreement for any reason clauses 11, 12, 14, 16, 17, 19, 22, 26 to 29 (inclusive), shall continue in force indefinitely.
14.2 Any termination or expiry of this agreement shall not affect any rights or liabilities that have accrued prior to such termination.
14.3 On termination or expiry of this agreement for any reason, the Individual shall:
14.3.1 immediately pay the Agency the full amount of all sums due from the Individual to the Agency together with any interest payable;
14.3.2 cease to provide the Services under the Brand, and not hold the Individual out as an Individual of the Agency or do anything that may indicate any relationship between them and the Agency;
14.3.3 immediately stop using the Intellectual Property;
14.3.4 pass all enquiries, and full details of potential Clients, to the Agency;
14.3.5 give all Client lists and full details of contracts to the Agency; and
14.3.6 return or at the option of the Agency, destroy, all Stationery, Materials or other documents bearing the Brand.
14.4 On termination or expiry of this agreement for any reason, the Individual must return (at its expense and in good working order and condition) all items of equipment held on loan or hire from the Agency under the terms of this agreement. Until they have been returned or repossessed, the Individual shall be solely responsible for the safe keeping, supervision, custody and insurance of them.
14.5 If the Individual fails to fulfil its obligations under this clause 14 within a reasonable time, the Agency may, at the expense of the Individual, immediately and without notice, enter onto the Individual's premises and take such steps as it thinks fit to fulfil any outstanding obligations.
14.6 On termination or expiry of this agreement for any reason, all licences to use the
Intellectual Property and Brand shall cease.
14.7 Rutland Early Years Agency Ltd will determine at our discretion whether there has been a breach of any terms and conditions or contractual agreement as stated in these terms and conditions or the SOP by the individual or company through use of our sites or services when a breach of these conditions has occurred may take such as we deem appropriate
15.1 This agreement, and any documents referred to in it or annexed to it constitutes the whole agreement between the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter of this agreement.
15.2 If there is an inconsistency between the terms of this agreement or any other documents referred to in it or annexed to it, the terms of this agreement shall prevail.
15.3 Each party warrants to the other parties that, in entering into this agreement and the documents referred to in it or annexed to it, it does not rely on any statement, representation, assurance or warranty (Representation) of any person (whether a party to this agreement or not) other than as expressly set out in this agreement or those documents.
15.4 Each party agrees and undertakes to the other parties that the only rights and remedies available to it arising out of, or in connection with, a Representation shall be solely for breach of contract, in accordance with the provisions of this agreement.
15.5 Nothing in this clause shall limit or exclude any liability for fraud.
The Individual shall (and shall use all reasonable endeavours to procure that any necessary third party shall) (at their own expense) promptly execute and deliver all such documents, and perform such acts, as the Agency may, from time to time, reasonably require for the purpose of giving full effect to this agreement.
17.1 The Individual agrees that it shall, in relation to personal data processed in connection with this agreement and/or the Services (Data):
17.1.1 process the Data in accordance with the Data Protection Act 1998 (1998 Act) and any other applicable data protection legislation;
17.1.2 process the Data only so far as is necessary for the purpose of performing its obligations under this agreement;
17.1.3 not disclose Data to or allow access to it other than by employees or third parties engaged by the Individual to perform the obligation imposed on the Individual by this agreement, and ensure that such employees or third parties are subject to written contractual obligations concerning the Franchise Data which are no less onerous than those imposed on the Individual by this agreement; and
17.1.4 assist the Agency to comply with such obligations as are imposed on the Agency by the 1998 Act. This includes the obligation to:
(i) provide the Agency with reasonable assistance in complying with any subject access request served on the Agency under section 7 of the 1998 Act;
(ii) promptly inform the Agency about the receipt of any subject access request received by the Individual;
(iii) not disclose or release any Data in response to a subject access request without first consulting with and obtaining the consent of the Agency; and
(iv) inform any individual whose personal data may be processed under this agreement (including prospective customers as well as those with whom the Individual enters into contracts) of such processing. This includes informing such individuals that, on the termination of this agreement, personal data relating to them (including personal data contained in any customer list) shall be retained by or, as the case may be, transferred to the Agency. In addition, the Individual shall obtain any necessary consents for such processing under the 1998 Act. To ensure that the Agency's obligations under the 1998 Act are complied with, the Individual agrees to allow the Agency to approve and, if the Agency deems necessary, amend any such notice.
17.2 Where the Individual acts as data processor on behalf of the Agency in relation to the Data, the Individual shall:
17.2.1 maintain technical and organisational security measures sufficient to comply at least with the obligations imposed on the Agency by the seventh data protection principle set out in the 1998 Act; and
17.2.2 only process Data for and on behalf of the Agency for the purpose of performing its obligations under, and in accordance with, this agreement and only on written instructions from the Agency to ensure compliance with the 1998 Act.
17.3 The Individual agrees to provide the Agency with contact details of the Individual or at least one employee for the Agency to provide in relation to enquiries about the Individual and to display on the Agency's website. The Individual agrees to ensure that, for this purpose, any notices and/or consents required for the Agency to comply with the 1998 Act shall be provided to or acquired from such employees by the Individual on behalf of the Agency.
17.4 In this clause data controller, data processor, personal data and processing shall have the same meanings as set out in the 1998 Act, and process shall be construed accordingly.
17.5 You agree to indemnify us against any list damages costs and expenses including reasonable legal fee and costs incurred by Rutland Early Years Agency Ltd as a result of your breach of compliance of the data protection act.
18.1 This agreement is personal to the Individual, who may not, without the Agency’s prior written consent, assign, transfer, mortgage, charge, declare a trust of, sub-contract, delegate or deal in any other manner with this agreement or any of its rights and obligations under it (or any document referred to in it) or purport to do any of the same.
18.2 The Agency may, at any time, assign (absolutely or by way of security and in whole or in part), transfer, mortgage, charge or deal in any other manner with the benefit of any or all of any other party's obligations or any benefit arising under this agreement.
18.3 Each party to this agreement is acting on its own behalf and not for the benefit of another person.
A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for four weeks, the Agency may terminate this agreement by giving seven days written notice to the affected party.
All amounts due under this agreement shall be paid in full without any deduction or withholding other than as required by law. Neither party shall be entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
23.1 If any court or competent authority finds that any provision of this agreement (or part of any provision) is invalid, unenforceable or illegal, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this agreement shall not be affected unless, in the reasonable opinion of the Agency, the purpose of this agreement is frustrated as a result.
23.2 If any invalid, unenforceable or illegal provision would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary in the reasonable opinion of the Agency to make it legal, valid and enforceable and, to the greatest extent possible, to give effect to the commercial intention of the parties.
23.3 The parties agree, in the circumstances referred to in clause 23.1 and if clause 23.2 does not apply, to attempt to substitute for any invalid or unenforceable provision a valid and enforceable provision which achieves, to the greatest extent possible, the same effect as would have been achieved by the invalid or unenforceable provision. The obligations of the parties under any invalid or unenforceable provision of this agreement shall be suspended while an attempt at such substitution is made.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that (or any other) right or remedy, nor shall it preclude or restrict the further exercise of that or any other right of remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.
This agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall constitute an original of this agreement, but all the counterparts shall together constitute the same agreement.
27.1 A notice or other communication given to a party under this agreement:
27.1.1 shall be in writing;
27.1.2 shall be signed by or on behalf of the party giving it;
27.1.3 shall be sent to the party for the attention of the person at the address specified to be its address in this agreement (or to such other person or to such other address as that party may notify to the others, in accordance with the provisions of this clause); and
27.1.4 shall be:
(i) delivered personally; or
(ii) sent by commercial courier; or
(iii) sent by pre-paid first class post or recorded delivery.
27.2 If a notice or other communication has been properly sent or delivered in accordance with this clause, it shall be deemed to have been received as follows:
27.2.1 if delivered personally, at the time of delivery; or
27.2.2 if sent by commercial courier, at the time of signature of the courier's delivery receipt; or
27.2.3 if sent by pre-paid first class post or recorded delivery, 9.00 am on the second Business Day after posting.
27.3 For the purposes of this clause, if deemed receipt is not within business hours (meaning 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt), the notice or other communication is deemed to have been received when business next starts in the place of receipt.
27.4 To prove delivery, it is sufficient to prove that if sent by pre-paid first class post, the envelope containing the notice or other communication was properly addressed and posted.
27.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
27.6 A notice or other communication required to be given under, or in connection with, this agreement shall not be validly given if sent by e-mail.
28.1 If any dispute arises in connection with this agreement, the parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. To initiate the mediation, a party shall give notice in writing (ADR notice) to the other party to the dispute requesting a mediation. A copy of the request should be sent to CEDR.
28.2 The mediation shall start not later than 15 days after the date of the ADR notice. The commencement of a mediation shall not prevent the parties commencing or continuing court proceedings.
29.1 This agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the law of England and Wales.
29.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, this agreement or its subject matter or formation (including non-contractual disputes or claims).
30 OUR STATUS
31.1 Rutland Early Years Agency Ltd act as a support service and networking platform for parents/ childcare providers and local authorities. When you enter into a contract for supply of services and/or goods with a parent or childcare provider associated with our agency, the contract will be between the parent and the childcare provider.
31.2 We at Rutland Early Years Agency Ltd are not a party to the contractual relationship between the childcare provider and the parent (whether oral, written or other contract). It is up to you to ensure that you are satisfied of the suitability of any engagement to confirm the identity and status of those involved and to check any credentials, and we shall have no input of liability in that respect.
31.3 You acknowledge and agree that in making the site and any adverts or profiles placed by you available via the site, we are not acting as an agent of any visitors to our website or as an agent of any parent and/or childcare providers.
31.4 We do not assume any responsibility for services provided by or between parents and childcare providers or any other third party suppliers or any statements made by them and we make no representations or warranties whether express or implied about the suitability or quality of any services or goods, which appear on our site/social media pages/e-mail or orally, or any statements made about them (including but not limited to any profiles or any parent reviews of childcare providers). In addition we take no steps to identify of any parent or childcare provider not registered directly with Rutland Early Years Agency Ltd, any statement made about them or any relevant qualifications or experience.
31.5 We do not endorse any comments opinion or reviews made by anyone on our website or social media sites and we do not review their accuracy or content but we reserve the right to remove any comments opinions or reviews or other materials from our sites which we believe do not comply our company values.
31.6 Without prejudice to the generality or the above:
a) where you are a parent you will be solely responsible for the engagement of a childcare provider on terms acceptable to you for verification of its identify, qualifications, credentials and experience and for all necessary direction supervision and control;
b) Where you are a childcare provider you acknowledge that we do not guarantee any requirement or engagement of you by a parent and you must satisfy yourself of the suitability of any engagement and any arrangements between you.
31.7 We may also provide links on our site to the websites of other companies, whether affiliated with us or not. We cannot give any undertaking that products or services you purchase from third party sellers through our site, or from companies to whose website we have provided a link on our site, will be of satisfactory quality, and any such warranties are disclaimed by us absolutely. This disclaimer does not affect your statutory rights against the third-party seller.
31.8 Nothing in these Conditions shall be deemed to constitute a partnership or any employment relationship between you and us, nor will anything be deemed to constitute one party the agent of the other for any purpose
31.9 You shall indemnify us against all costs, claims, damages, losses and expenses arising as a result of any claim or action suffered by us in the event:
(a) that we are held to be acting as your agent in performing our obligations or any Services under these Conditions;
(b) of any breach by you of these Conditions;
(c) of any dispute between any Parent and Childcare Provider
32 ACCESSING OUR SITE/SOCIAL MEDIA
31.1 Access to our site is permitted on a temporary basis and we reserve the right to withdraw or amend the service we provide on our site without notice (see below). We will not be liable if for any reason our site is unavailable at any time or for any period.
31.2 From time to time, we may restrict access to some parts of our site, or our entire site, to users who have registered with us.
31.3 If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these Conditions. If you know or suspect that anyone other than you knows your login details, password or other security information, you must promptly notify us at www.rutlandearlyyearsagency.co.uk
33 RELIANCE ON INFORMATION POSTED
33.1 Commentary and other materials posted on our site are for guidance purposes only. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to our site, or by anyone who may be informed of any of its contents. You must make all appropriate investigations before entering into an engagement with a Parent or Childcare Provider.
33.2 We aim to update our site regularly, and may change the content at any time. If the need arises, we may suspend access to our site, or close it indefinitely. Any of the material on our site may be out of date at any given time, and we are under no obligation to verify or update such material.
33.3 Any information is provided for your personal use and it must not be used for any further commercial purpose, such as the resale or further distribution to a wider audience.
34 OUR LIABILTY
34.1 The material displayed on our site is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we and third parties connected to us hereby expressly exclude:
(a) all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.
(b) any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with the Services, our site or in connection with the use, inability to use, or results of the use of our site, any websites linked to it and any materials posted on it, including, without limitation any liability for loss of income or revenue; loss of business; loss of profits or contracts; loss of anticipated savings; loss of data; loss of goodwill; wasted management or office time; and for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
34.2 This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.
34.3 Subject to clauses 34.1, 34.2 and 34.4, the Company’s aggregate liability in respect of claims based on events arising out of or in connection with the Services, these Conditions or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed the total charges paid by you for Membership Fees in the calendar year in which the claim arises.
34.4 We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any material posted on it, or on any website linked to it.
35 UPLOADING MATERIAL TO OUR SITE/SOCIAL MEDIA
35.1 Whenever you make use of a feature that allows you to upload material to our site, or to make contact with other users of our site, you must comply with the acceptable use policy set out in clauses 10 to 12 inclusive. You warrant that any such contributions (Contributions) do comply with that policy, and you indemnify us for any breach of that warranty.
35.2 Any material you upload to our site will be considered non-proprietary and we have the right to use, copy, distribute and disclose to third parties any such material in accordance with these Conditions. We also have the right to disclose your identity to any third party who is claiming that any material posted or uploaded by you to our site constitutes a violation of their intellectual property or other rights.
35.3 We will not be responsible, or liable to any third party, for the content or accuracy of any materials posted by you or any other user of our site.
35.4 Contributions must be accurate (where they state facts), be genuinely held (where they state opinions) and comply with applicable law in the UK and in any country from which they are posted.
35.5 Contributions must not:
(a) contain any material which is defamatory of any person;
(b) contain any material which is obscene, offensive, hateful or inflammatory;
(c) promote sexually explicit material;
(d) promote violence.
(e) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
(f) infringe any copyright, database right or trade mark of any other person;
(g) be likely to deceive any person;
(h) be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
(i) promote any illegal activity;
(j) be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;
(k) be likely to harass, upset, embarrass, alarm or annoy any other person;
(l) be used to impersonate any person, or to misrepresent your identity or affiliation with any person;
(m) give the impression that they emanate from us, if this is not the case; or
(n) advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.
(o) contain any direct contact details including email addresses, phone numbers, web addresses, facebook pages or similar unless it is expressly stated that they are allowed.
35.6 We have the right to remove any material or posting you make on our site if, in our opinion, such material does not comply set out in clause 35 to 37 inclusive or as we believe in our sole discretion is prudent or necessary to minimise or eliminate our potential liability.
35.7 You shall be responsible for the accuracy and completeness of your Contributions and for ensuring that that they are current and up to date.
35.8 We have no obligation to you, and undertake no responsibility, to review your Contributions (including user-generated content) to determine whether they may result in any liability to any third party.
35.9 You shall indemnify us against all damages, losses and expenses arising as a result of any action or claim that any material posted, or linked to, our site by you constitutes a breach of our acceptable use policy set out in all clauses.
36 PROHIBTED USED OF OUR SITES
36.1 You may use our site only for lawful purposes. You may not use our site:
(a) in any way that breaches any applicable local, national or international law or regulation;
(b) in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
(c) for the purpose of harming or attempting to harm minors in any way;
(d) to send, knowingly receive, upload, download, use or re-use any material which does not comply with clause 35 to 37 inclusive;
(e) to transmit or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);
(f) to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
36.2 You also agree not to access without authority, interfere with, damage or disrupt:
(a) any part of our site;
(b) any equipment or network on which our site is stored;
(c) any software used in the provision of our site; or
(d) any equipment or network or software owned or used by any third party.
37 INTERACTIVE SERVICES
37.1 We may from time to time provide interactive services on our site, including, without limitation, chat rooms and bulletin boards (Interactive Services). Where we do provide any Interactive Service, we will provide clear information to you about the kind of service offered, if it is moderated and what form of moderation is used (including whether it is human or technical).
37.2 We will do our best to assess any possible risks for users (and in particular, for children) from third parties when they use any Interactive Service provided on our site, and we will decide in each case whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in the light of those risks. However, we are under no obligation to oversee, monitor or moderate any Interactive Service we provide on our site, and we expressly exclude our liability for any loss or damage arising from the use of any Interactive Service by a user in contravention of our content standards, whether the service is moderated or not.
38 WRITTEN COMMUNICATIONS
Applicable laws require that some of the information or communications we send to you should be in writing. When using our site/services, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
All notices given by you to us must be given to International New Media Limited at our registered office address of 61A South Street, Oakham, Rutland LE15 6BG. We may give notice to you at either the e-mail or postal address you provide to us when you join or place an order, or in any of the ways specified in clause 38 above. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
39 TRANSFER OF RIGHTS AND OBLIGATIONS
39.1 These Conditions are binding on you and us and on our respective successors and assignees.
39.2 You may not transfer, assign, charge or otherwise dispose of any of your rights or obligations arising under these Conditions without our prior written consent.
39.3 We may transfer, assign, charge, sub-contract or otherwise dispose of any of our rights or obligations arising under these Conditions at any time.
40 OUR RIGHT TO VARY THESE CONDITIONS
40.1 We have the right to revise and amend these Conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities.
42.2 You will be subject to the latest Conditions in force at the time that you become registered/ a member/or in receipt of our services of our services or which are in force at the time you login to our website or when your registration/membership/ of our services is automatically renewed, unless any change to these Conditions is required to be made by law or governmental authority.
This agreement has been entered on the date of purchase of service/support/product, and *where applicable runs in conjunction with the REYAL childminder contract (*applicable in all cases of an individual registering with Rutland Early Years Agency Limited as a childminder).